According to what is the established under article 82 of the Stock Market Law 24/1988 of 28th July, Mecalux, S.A. hereby notifies the formalisation of the following contracts:
Acerolux, S.L., majority shareholder of Mecalux, S.A., has signed with the latter and other significant shareholders of the company (Sociedad de Promoción y Participación Empresarial Caja de Madrid, S.A., Bresla Investments, S.L., Cartera Industrial REA, S.A. and Grupo Corporativo Empresarial de la Caja de Ahorros y Monte de Piedad de Navarra, S.A.U.) a contract by which they assume certain commitments to proceed with the withadrawal of Mecalux, S.A.´s shares from the Stock Exchange of Barcelona and Madrid, subject to the granting of the mandatory administrative authorisation of the corresponding Exclusion Takeover Bid at a share price of 15 Euro.
In virtue of the aforementioned contract, Banca March, S.A. has enforced to acquire from Mecalux, S.A. all the shares acquired by it in the Exclusion Takeover Bid as well as the own shares currently held in treasury stock at the same price as the offered in the Exclusion Takeover Bid (in other words, 15 Euro per share). The transfer of such shares would take place immediately after the Exclusion Takeover Bid liquidation. Banca March, S.A. has the intention of subsequently proceeding to sell said shares to other investors.
Acerolux, S.L., controlling shareholder of Mecalux S.A. and the rest of significant company shareholders, joint holders of approximately 93% of the company’s share capital, have contractually committed to vote in favour of the trading exclusion at the Extraordinary General Shareholders Meeting which must authorise the trading exclusion of Mecalux, S.A.´s shares and the formulation of an exclusion takeover bid, as well as to immobilise its shares until the acceptance period of the same has finalised.
Acerolux, S.L. has entered into contract to sell 10% of Mecalux, S.A´s share capital to the Venture Capital Entities managed by Artá Capital SGECR, S.A. (management company of venture capital entities owned in its majority by Corporación Financiera Alba, S.A.) at the price offered in the Exclusion Takeover Bid (15 Euro per share). Such sale agreement is subject to the formalisation of the Exclusion Takeover Bid and would take place immediately after its liquidation.
Additionally, Acerolux, S.L., the company’s significant shareholders, Banca March, S.A. and the venture capital entities managed by Artá Capital SGECR, S.A., have committed, subject to the referred Exclusion Takeover Bid’s authorisation and liquidation, to sign a Shareholders Agreement that would also be signed by the Company, with the dispositions common to these types of contracts and, particularly, determining the quorum regime for adopting agreements in the corporate body, the Board of Directors composition, the rights and liabilities regime in case of Company share transferring (including the establishment of a preferential acquisition right, a tag-along right and a drag-along right in specific cases of shares being sold to third parties), the conditions and procedures that must be fulfilled in case of an eventual future trading admission of the shares in the Stock Exchange, the mechanisms and procedures for disinvestment, as well as the dividend policy. The content of the Shareholders Agreement will be further developed in the Takeover Bid’s Informative Prospectus.
Likewise, it is hereby informed that the Board of Directors foresees to approve the calling of an Extraordinary General Shareholders Meeting of Mecalux, S.A. to be held probably at the end of March 2010, aimed at voting the approval of the request for quotation exclusion of its shares, with the corresponding formulation of the Exclusion Takeover Bid.
Simultaneously to the summoning of the mentioned Extraordinary General Shareholders Meeting through traditional means, the Company will upload all the compulsory information in its webpage (www.mecalux.com) for the Shareholders to access. It will include the Board of Directors report regarding the proposal for a trading exclusion agreement and the Exclusion Takeover Bid price, elaborated in accordance with article 34 of the Stock Market Law together with the valuation reports issued by the independent experts appointed for such purpose. The summoning and the indicated documentation will be further published as a Relevant Fact.
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Future forecasts
The document herein may contain information or statements regarding future forecasts related to the Mecalux Group. Said statements include financial forecasts and assessments as well as the assumptions in which these are based, statements regarding plans, goals and expectations related to operations, products and future services, and statements regarding future performances and business integration. The future forecast can be identified by terms such as “believe”, “hope”, “foresee”, “estimate”, “objective” and other similar conditioning expressions. Although Mecalux´s team and management understand that the previsions reflected in these future forecasts are reasonable, Mecalux´s investors and shareholders must take into account that these future forecasts are subject to numerous risks and uncertainties, many of which are difficult to foresee and are generally beyond Mecalux´s control. Due to such risks and uncertainties, the real evolutions and results could be significantly and adversely different from what was implicitly or explicitly indicated or foreseen by the mentioned future forecasts. Mecalux does not hold liability for publicly updating its future forecasts, neither due to new information or future events or for any other reasons. Moreover, it expressly warns the addressees of this press release not to wrongly confide in future estimations, projections or considerations.